HomeMy WebLinkAboutR-01-1256J-01-1008
11/15/01
RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH THE
SALT LAKE ORGANIZING COMMITTEE FOR THE
OLYMPIC WINTER GAMES OF 2002 FOR THE
PROVISION OF SUPPORT SERVICES REQUIRED FOR
SHOWCASING THE OLYMPIC TORCH RELAY EVENT AT
BAYFRONT PARK ON DECEMBER 8, 2001, WHEN THE
OLYMPIC TORCH IS PASSED FROM ONE TORCHBEARER
TO ANOTHER IN THE CITY OF MIAMI, WHICH HAS
BEEN DESIGNATED AS ONE OF THE WORLD'S
COMMUNITY CELEBRATION SITES.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is authorized" to execute
an agreement, in substantially the attached form, with the Salt
Lake Organizing Committee for the Olympic Winter Games of 2002
for the provision of support services required for showcasing
the Olympic Torch Relay event at Bayfront Park on December 8,
2001, when the Olympic Torch is passed from one torchbearer to
The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but
not limited to those prescribed by applicable City Charter and Coda
provisions.
-CITY com-rossion
another in the City of Miami, which has been designated as one
of the world's community celebration sites.
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor, '
PASSED AND ADOPTED this 15th _ day of November 2001,
JOE CAROLLO, MAYOR
In rcwrdance with Mbrni C:01e Sec. 2-36, since th/M,,.Iy
icl stat Irrt!iC t!�!f I!1 lh,C �. {a �. ilii .u' i
"3 rr t ;j ar�'ic , wit€�aut t#ie #Vl�t ar e- erci- n t l
ATTEST:
WALTER J. FOEMAN
CITY CLERIC
ORRECTNESS
�
NDM VILARELLO
ATTORNEY
W5814:BSS
Waltolir J.
21 If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the City
Commission.
Page 2 of 2
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AGREEMENT
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FOR TORCH RELAY SERVICES
BETWEEN
SALT LAKE ORGANIZING COMMITTEE
FOR THE OLYMPIC WINTER GAMES OF 2002
AND
CITY OF MIAMI
TABLE OF CONTENTS
RECITALS
ARTICLE I: DEFINITIONS
ARTICLE II: SCOPE
ARTICLE III: ROLES
ARTICLE IV: TERM
ARTICLE V: LIABILITY AND INSURANCE
ARTICLE VI: TERMINATION
ARTICLE VII: CONFIDENTIAL INFORMATION
ARTICLE VIII: LICENSE
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ARTICLE IX: MISCELLANEOUS 14
EXHIBIT A: DESIGNATED MARKS AND COPYRIGHTS
LICENSE AGREEMENT
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AGREEMENT FOR TORCH RELAY SERVICES
THE TORCH RELAY SERVICES AGREEMENT ("Agreement") is entered
into effective this day of — , 2001, between SALT LAKE
ORGANIZING COMMITTEE FOR THE OLYMPIC WINTER GAMES OF 2002
("SLOC") and City of Miami, a municipal corporation in the State of Florida.
("Community").
RECITALS:
A. SLOC is a Utah nonprofit corporation. SLOC has been appointed as the
organizing committee for the 2002 Olympic Winter Games.
B. SLOC will organize and conduct the Salt Lake 2002 Olympic Torch Relay
("Relay"), by providing transportation of the Olympic Flame from Olympia, Greece,
throughout the United States to Salt Lake City for the Opening Ceremonies of the Salt
Lake Olympic Winter Games of 2002.
C. The Relay is made possible by the generous support of the Relay Presenting
Sponsors, Coca-Cola and Chevrolet, as well as certain others, referred to as "Official
Providers."
D. SLOC is proposing that the Relay be routed through Community's local
government area.
E. SLOC has requested that, if the Relay is routed through Community's local
government area, Community will provide certain support services to assist in the
successful staging of the Relay.
F. Community has agreed to provide support services on the terms and conditions
stated in this Agreement.
AGREEMENT
For and in consideration of the mutual agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Ambush Marketing" means an attempt by a third party not affiliated with
the Relay to commercially profit from the Relay by falsely associating
itself or its products with the Games, Relay, SLOG, Relay Marks, Relay
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Imagery, Relay Logos or Relay participants, or by falsely suggesting that
it or its products are endorsed by or in association with the Games, Relay,
SLOC, Relay Marks, Relay Imagery, Relay Logos or Relay participants.
1.2 "Community Celebration" refers to the events hosted by Community to
celebrate the passage of the Relay along the national route.
1.3 "Confidential Information" means any written proprietary or other
confidential information marked or noted to be confidential.
1.4 "Olympic Flame" means the flame ignited in Olympia, Greece and passed
to SLOG.
1.5 "Force Majeure" means an act, omission or circumstance beyond the
control of SLOC or Community, including fires, floods, snow storms, ice
storms, accidents, riots, explosions, wars and hostilities, but excluding any
strike or other industrial action.
1.6 "Games" means the Olympic Winter Games of 2002 to be held principally
in Salt Lake City and surrounding areas in February 2002.
1.7 "IOC" means the International Olympic Committee.
1.8 "Official Providers" means those companies and organizations that are
recognized by SLOC as helping to fund the Relay.
1.9 "OPUS" means the Olympic Properties of the United States.
1.10 "Party" or "Parties" means SLOC and/or Community, as appropriate for
the context of use.
1.11 "Presenting Sponsors" means Coca-Cola and Chevrolet
1.12 "Relay" means the Salt Lake 2002 Olympic Torch Relay, which
commences in Olympia, Greece, with the Olympic Flame routed through
numerous communities in the United States and delivered to Salt Lake
City for the Opening Ceremonies of the Games.
1.13 " Relay Imagery" means images of torches, torch bearers, torch relays,
Relay -event footage, and depictions of mascots developed by SLOC for
the Relay.
1.14 "Relay Logos" means the logos identified or referenced in Exhibit A to the
Designated Marks and Copyrights Agreement between the Parties and
incorporated into this Agreement.
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1.15 "Relay Marks" means the marks and copyrighted materials identified or
referenced in Exhibit A to the Designated Marks and Copyrights
Agreement between the Parties and incorporated into this Agreement.
1.16 "SLOC Associated Parties" means SLOG, IOC, USOC, OPUS, Presenting
Sponsors, Official Providers, official Olympic Merchandise licensees,
Coltrin & Associates, ALEM, SLOC employees, contractors and
employees and other SLOG designees.
1.17 "Torch(es)" means the hand-held Olympic torch(es) used to transport the
Olympic Flame in the Relay.
1. 1S "USOC" means the United States Olympic Committee.
ARTICLE II.
SCOPE
2.1 The Relay will begin in Olympia, Greece, and, after arriving in the United
States, will travel through many communities across the nation. This Agreement
identifies the rights and obligations of the Parties that will assist with the Relay, as well
as certain rights of and obligations to third parties (such as Presenting Sponsors) that
rffect the manner in which this Agreement is to be implemented.
2.2 This Agreement also sets forth certain rights and obligations for cooperation
and assistance between Community and SLOC in connection with the Relay.
ARTICLE lII.
ROLES
3.1 Role of SLOC.
SLOC is responsible for staging the Relay. SLOC agrees to stage the Relay within
Community's local government area with the principal objectives of (i) showcasing the
local government area and surrounding region, (ii) involving the community in the Relay
and (iii) promoting the Games. In consultation with Community, as appropriate, SLOC
shall,
(1) select the Relay route,
(2) review the Community Celebration site selection and help lay out and design
the site,
(3) develop and implement the SLOC Torchbearer selection process,
(4) provide caravan vehicles and other transportation modes and equipment for
handling the Olympic Flame,
(5) provide Torches, portable cauldrons and safety lanterns,
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(6) coordinate with Community and city, county, state and federal governments
and government agencies, as appropriate,
(7) distribute the Torch Relay Community Planning Guide (hereinafter referred to
as "Planning Guide") to Community,
(8) develop the celebration format and review Community Celebration activities,
and
(9) assist Community with public relations to promote the Relay and the
Community Celebration.
The parties acknowledge that SLOC possesses the exclusive right in connection with the
Relay to make sponsorship, marketing, merchandising and concessionaire arrangements.
3.2 Role of Community
Community agrees to provide planning, advisory and operational support services
(without charge to SLOC or SLOC Associated Parties) to assist in the successful staging
of the Relay within the Community's local government area. The Planning Guide, which
may be revised from time -to -time by SLOC, establishes the agreed operational support to
be provided by Community. Although all services provided by Community as described
in the Planning Guide are essential for the success of the Relay, the following
responsibilities are identified in particular.
(a) Community Task Force — In coordination with SLOC, Community agrees to
establish and manage a Task Force to plan and operate the Relay and
Community Celebration in the local government area, in accordance with
Chapter 2, "Task Force Formation Guide" of the Planning Guide. Among
other assignments, the Task Force will be responsible for helping to determine
(i) the precise Relay route through the local government area, (ii) the selection
of the Community Celebration site, (iii) the format and production of the
Community Celebration, (iv) the selection of Torchbearers in accordance with
Article 3.2 (1), below, and (v) SLOC crowd -building efforts along the Relay
route.
(b) Planning Guide — SLOC shall provide to Community chapters
of the Planning Guide. Community agrees (i) to implement instructions
contained in the Planning Guide and (ii) to distribute copies of chapters of the
Planning Guide to appropriate members of the Task Force and other
Community persons responsible for the Relay and Community Celebration.
(c) Ambush Marketing — One primary objective of SLOC is the prevention of
Ambush Marketing. Accordingly, Community agrees,
(1) not to enter into any sponsorship, marketing, merchandising or
concessionaire arrangements in connection with the Relay, except for
those specifically authorized by SLOC,
(2) neither directly nor indirectly (including through any agent of the local
government) to cause or engage in any form of Ambush Marketing,
(3) to cooperate with SLOC to minimize Ambush Marketing,
(4) to promptly notify SLOC if Community becomes aware of any suspected
Ambush Marketing activities by other parties,
(5) to take reasonable steps to ensure for the duration of the event that the
Relay route, the Community Celebration site and adjacent areas under the
Community's control do not carry any form of temporary advertising or
promotional material (recognizing existing contracts), except as approved
by SLOC,
(6) to help select an alternate Relay route or Community Celebration site, as
appropriate, if permanent advertising or promotional material not affiliated
with the Relay is located along the Relay route or at the Community
Celebration site,
(7) to take reasonable steps to ensure that all facilities and equipment at the
celebration site, such as barriers, tents, tables, chairs, umbrellas, port -a -
johns, concessionaire tents or sales vans, are free of advertising or other
commercial messages and that such advertising and other commercial
messages are masked (This applies regardless of whether the materials are
purchased or provided free of charge and by any company or organization,
including Olympic Games or Relay Presenting Sponsors or Official
Providers.), and
(8) to take reasonable steps to prevent the distribution of product samples,
premiums, promotional literature and other commercial materials in and
adjacent to the Community Celebration site, except where expressly
authorized by SLOC.
(d) Community Celebration Site Support Services — Community agrees,
(1) to select an appropriate site for the Community Celebration, subject to
SLOC review,
(2) to provide the selected Community Celebration site and appropriate
support services free of charge to SLOG and SLOC Associated Parties,
(3) to ensure that personnel and contracted labor from SLOC and SLOC
Associated Parties are permitted at no cost to erect the Community
Celebration stage, including construction, electrical, sound, and lighting
work, retail selling and general operational activities,
(4) to ensure that the Community Celebration site is clean, in good repair and
in good operating order for the Community Celebration,
(5) to ensure that an effective traffic management plan for movement of
spectators to and from the Celebration site is established and that adequate
resources are provided to assist in the implementation of the plan,
(6) to ensure an adequate level of lighting at the Community Celebration site,
(7) to provide entry to the Community Celebration site free of charge to the
general public,
(8) to disallow commercial messaging and social propaganda by speakers and
entertainers,
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(9) to mask all commercial identification on clothing and equipment of
speakers and entertainers,
(10)to restrict food and beverage from the Community Celebration stage, and
(11) to ensure that all commercial and non-commercial activities proposed at
the Community Celebration Site are submitted to SLOC for approval no
later than November 30, 2001.
(12) notwithstanding any other provision in this Agreement, in the event
Community selects a Celebration site location with grass or other soft
surface, to be responsible for any resulting financial or other restitution
that occurs from the use of that site by any party, including but not limited
to SLOC and SLOC Associated Parties. The Community agrees to work
with SLOC to identify and obtain an appropriate alternative location in
close proximity to the original site where surface conditions make the
original site unsuitable for use."
(e) Law Enforcement and Traffic Management Support — Community agrees,
(1) to provide all appropriate assistance to SLOG to plan the Relay route
through the local government area. This includes police and traffic
department personnel to assist in route selection and the development of a
traffic management plan, including the identification of road closures, the
need for barrier deployment and other traffic management requirements
for the Relay route,
(2) to implement the traffic management plan, including police or other
service personnel to close roads, deploy barricades and conduct other
appropriate traffic management operations,
(3) to provide appropriate resources (but not less than two police vehicles as
direct Relay escorts) to assure safety and security for the Relay caravan
through the local government area,
(4) to provide an adequate law enforcement response capability to undertake
necessary police action in the event of threats or actual physical acts that
might place the safety of Relay participants in jeopardy,
(5) to advise the SLOC Relay Security Manager of any known or perceived
security risks in the local government area, and
(G) to provide adequate law enforcement and other service personnel for
crowd control and direction along the Relay route and at the Community
Celebration site.
(i) Medical Services — Community agrees to provide adequate on-call Emergency
Medical Service (EMS) vehicle(s) and qualified personnel dedicated to the
Relay and also the Community Celebration site. In particular, the EMS
vehicle(s) and personnel shall be positioned at agreed-upon location(s) to
provide an EMS response capability in the event of an incident involving a
Relay participant.
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(g) Sanitation Services — Community agrees,
(1) to ensure that the Community Celebration site is kept to a reasonable
standard of cleanliness throughout the celebration,
(2) to provide post -event cleaning and waste management services along the
Relay route and at the Community Celebration site,
(3) to provide an adequate number of dumpsters or waste containers along the
Relay route and at the Community Celebration site, and
(4) to provide adequate clean restroom facilities (including portable facilities)
where appropriate at the Community Celebration site.
(h) Permits — Community shall obtain all required permits. In the event any
permit is required for SLOC or SLOC Associated Parties for the Relay or
Community Celebration, Community agrees to waive all such permits or to
issue such permits at no cost to SLOC and SLOC Associated Parties for the
following activities:
(1) movement of the Relay caravan through the local governments area,
(2) events conducted at the Community Celebration site,
(3) erection of temporary facilities at the Community Celebration site,
including but not limited to the SLOC stage and a mobile video screen,
(4) promotional activities conducted at the Community Celebration site by
SLOC and SLOC Associated Parties,
(5) movement of the Coca-Cola and Chevrolet promotional vehicles through
the local government area, including retail and promotional activities on
and from those promotional vehicles,
(6) retail sales by Official Merchandise licensees along the Relay route and at
the Community Celebration site, and
(7) any other activity or operation by SLOC and SLOC Associated Parties
reasonably necessary to conduct the Relay and Community Celebration.
(i) Community Merchandise Access Program -- Community may
participate in the Community Merchandise Access Program as detailed in Chapter
7 "Marketing Guide" of the Planning Guide. If Community decides to participate,
Community agrees to comply with applicable rules and guidelines provided in
Chapter 7 as well as the Community Merchandise Access Program Purchase
Brochure.
(j) Concessions —
(1) Community may license local food and beverage concession operators in
conjunction with the Relay. If Community decides to license such
concessions, Community agrees to comply with the rules and guidelines
provided in Chapter 7, "Marketing Guide," of the Planning Guide.
(2) All products and services not provided by the presenting sponsors or
official providers must be unbranded and may not possess marks or
copyrighted matter related to the Relay or Games nor symbols or emblems
with the look or imagery of the Relay or the Games. Community agrees to
obtain prior written approval from SLOC in the event Community intends
to license suppliers who provide any product or service in competition
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with Presenting Sponsors or Official Providers. Community also agrees to
inform SLOC of preexisting commitments with such competing suppliers.
These communications between Community and SLOC are solely for the
purpose of protecting the lawful intellectual property rights of SLOC
Presenting Sponsors and Official Providers.
(3) With the exception of pre-existing contracts with the Community or
governmental organizations within the Community's local government
area, the Planning Guide does not permit the licensing of temporary retail
outlets or the personal selling of non-food products at the time and along
the route of the Relay or at the Community Celebration site.
(4) On the day of the Relay, Community agrees to deploy an enforcement
team to prevent and, if necessary, to remove unauthorized temporary
vendor retail operations along the Relay route and at the Community
Celebration site.
(k) Local Contributors Program — Community agrees to comply with the rules
and guidelines of Chapter 7 "Marketing Guide" of the Planning Guide, if
Community implements a Local Contributors Program, including but not limited
to restrictions on sponsorship and commercial associations.
(1) Torchbearer Selection — Community agrees to assist in the SLOC
Torchbearer nomination and selection process, which is separate and apart from
the nomination and selection process conducted by Coca-Cola and Chevrolet.
Tasks include (i) distribution of Torchbearer nomination forms, (ii) appointment
of judging panels to select Torchbearers, and (iii) overview of the judging
process. Details of the Torchbearer selection process and the responsibilities of
the Community Task Force are detailed in Chapters 4, 5 and 8 of the Planning
Guide.
(m)Community Volunteers — Community agrees to assist the recruiting and
deploying of Community volunteers to provide assistance along the Relay route
and at the Community Celebration site. Community agrees to comply with
applicable provisions in Chapter 9 "Volunteer Guide" of the Planning Guide,
including but not limited to (1) restrictions on messaging, logos and the like on
volunteer clothing and equipment and (2) obtaining appropriate waiver and
release forms required by SLOC.
3.3 Consultation Between SLOC and Community
Parties agree to consult with each other to prepare for the Relay within
Community's Iocal government area in accordance with the Planning Guide.
Nevertheless, the Parties agree that SLOC is ultimately responsible for making
final decisions (following consultation with Community, if possible and
appropriate) in relation to all aspects of the Relay, including but not limited to
route selection and general conduct of the Community Celebration. In addition,
SLOC retains the exclusive right to revise any aspect of the Relay, the
Community Celebration and the Planning Guide that may be necessary or
appropriate in the sole opinion of SLOG.
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ARTICLE IV
TERM
Unless terminated sooner under Article VI, Termination, this Agreement
shall be effective from the date of its execution, above stated, until the date the
obligations of the Parties under the Agreement are complete.
ARTICLE V
LIABILITY AND INSURANCE
5.1 To the extent permitted by and not in contravention with Section 768.28,
Florida Statutes, Community hereby agrees to indemnify and hold harmless
SLOC, and SLOC Associated Parties, including their respective directors,
officers, employees, volunteers, contractors, advisors and agents against all
claims, liabilities, losses, damages and costs (including legal costs and expenses)
arising directly or indirectly from:
(a) any breach by Community of this Agreement, or
(b) any act or omission (including negligence, willful misconduct or unlawful
conduct) by Community or any Community officers, elected officials,
employees, agents, contractors, volunteers, or advisors relating to the subject
matter of this Agreement.
5.2 SLOG hereby agrees to indemnify and hold harmless Community, including
its respective officials, employees, volunteers, contractors, advisors and
agents against all claims, liabilities, losses, damages and costs (including
legal costs and expenses) arising directly or indirectly from:
(a) any breach by SLOC of this Agreement, or
(b) any act or omission (including negligence, willful misconduct or unlawful
conduct) by SLOC or any of its respective officers, employees, agents,
contractors, volunteers, or advisors relating to the subject matter of this
Agreement.
(c) Notwithstanding the above, SLOC indemnification shall , in no event exceed
the amount Community would indemnify, if Community were to claim its
governmental immunity defense under such circumstances.
5.3 Community is self-insured in accordance with the provisions set forth in
Section 768.28, Florida Statutes. Community's Risk Management Administrator
shall provide a statement of self-insurance to SLOC upon request.
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5.4 Each party agrees to notify the other , as appropriate, within seven (7)
business days of any related claim made arising out of this Agreement and made
against either party.
5.5 Community and SLOC agree that,
(a) the indemnification in this Agreement is a continuing obligation and survives
termination of this Agreement and
(b) to the extent any indemnification is provided for the benefit of SLOC
Associated Parties, SLOG may enforce the right of indemnification on behalf
of SLOC Associated Parties pursuant to this Agreement and Community shall
not be entitled to object to the enforceability of such rights by SLOC on the
grounds that SLOC Associated Parties are not parties to this Agreement.
5.6 Community is a state agency as defined in section 768.28, Florida Statutes.
Nothing herein is intended to serve as a waiver of sovereign immunity by any
party to which sovereign immunity may be applicable. Nothing herein shall be
construed as consent by a state agency of the State of Florida to be sued by third
parties in any matter arising out of this Agreement or any other contract.
ARTICLE VI
TERMINATION
Termination With or Without Cause. Community acknowledges and agrees that SLOC
possesses the ultimate decision to conduct the Relay in the Community's local
government area. Therefore, Community agrees that SLOC, in its sole discretion, may
terminate this Agreement and the Relay through the Community's local government area
at any time for any or no reason. However, SLOG agrees that, in the event of termination,
SLOG will use reasonable efforts to appropriately coordinate with Community and will
provide Community notice of the termination as soon as practicable after the decision by
SLOC is made.
ARTICLE VII
CONFIDENTIAL INFORMATION
Subject to applicable legal requirements including Florida Law, each Party agrees to use
reasonable efforts not to disclose to third parties Confidential Information provided by
the other Party. If SLOC is required by law to disclose such Confidential Information,
SLOC will notify Community prior to such disclosure.
ARTICLE VIII
LICENSE
Attached as Exhibit A and incorporated by reference to this Agreement, is the License
Agreement between SLOC and Community for Community's non-commercial use of
certain SLOC Designated Marks and Copyrights solely for the purpose of planning and
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conducting the Relay. Upon execution of the License Agreement, SLOC grants to
Community, under the terms and conditions indicated, fully paid up, nonexclusive and
nontransferable rights for certain permitted uses of the Designated Marks and Copyrights.
ARTICLE IX
MISCELLANEOUS
9.1 Entire Agreement. This Agreement, its Exhibits and references contain all the
terms and conditions agreed by the Parties with respect to the subject matter of this
Agreement and supersede all prior agreements and negotiations. This Agreement shall
not be modified or revised, except by a document signed by authorized representatives of
both Parties.
9.2 No Waiver. No provision of this Agreement shall be deemed to have been
waived, except if such waiver is contained in a written instrument executed by the Party
against whom the waiver is to be enforced. No waiver by a Party of any term or condition
of this Agreement shall constitute a waiver by such Party of any prior, concurrent or
subsequent breach or default of the same or any other term or condition of this
Agreement.
9.3 Notices. All notices, demands, requests and other communications required or
permitted under this Agreement shall be deemed effective, if (a) personally delivered, (b)
sent by a nationally recognized overnight delivery service providing a signed receipt, or
(c) sent by certified or registered mail, return receipt requested.
If to SLOC: Salt Lake Organizing Committee
299 South Main Street, Suite 1300
Salt Lake City, Utah 84145
Attention: Ms. Ann Wall
cc: Law Department
If to Community: City Manager
City of Miami
444 SW 2nd Ave
10th Floor
Miami, FL33130
Attention: Carlos Gimenez
Copies to:
City Attorney
City of Miami
444 SW 2n' Ave
Suite 945
Miami, FL 33130
Attn: Alejandro Vilarello
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Executive Director
Bayfront Park Management Trust
301 N. Biscayne Blvd
Miami, FL 33132
Attn: Jay C. Constantz
9.4 Delays. The Parties acknowledge that the time set for conducting the Relay
cannot be changed. Therefore, successful implementation of the Relay requires close
cooperation and fairness between the Parties. The Parties agree to notify each other as
soon as practicable when either becomes aware of any condition that will significantly
affect timing of the Relay.
9.5 Representations. Each Party represents that it possesses the authority to enter
into this Agreement and is not bound by any other agreement that conflicts with the
transactions contemplated by this Agreement. Further, each Party represents that its
obligations and rights under this Agreement will not violate any restriction contained in
each respective Party's organizational documents nor will its obligations and rights
conflict with any law, statute, ordinance, order, ruling, license, regulation or judgment to
which each respective Party is subject.
9.6 Conflict of Interest.
(a) Each Party agrees to use its best efforts to ensure that its directors, officers,
employees, volunteers, contractors, advisors and agents do not engage in any activity nor
obtain any interest during the course of this Agreement that is likely to conflict or restrict
the Party from performing its responsibilities in an ethical manner.
(b)SLOC is aware of the conflict of interest laws of the City of Miami Miami City Code
Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.)
and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully
comply in all respects with the terms of said laws and any future amendments thereto.
(c) Provider covenants that no person or entity under its employ, presently exercising any
functions or responsibilities in connection with this Agreement, has any personal
financial interests, direct or indirect, with the City. Provider further covenants that, in the
performance of this Agreement, no person or entity having such conflicting interest shall
be utilized in respect to services provided hereunder. Any such conflict of interest(s) on
the part of Provider, its employees or associated persons, or entities must be disclosed in
writing to the City
9.7 Severability. If any provision or term of this Agreement is determined by a
court of competent jurisdiction to be void or unenforceable, such provision or term shall
not affect any other provision or term of this Agreement. This Agreement shall be
construed and performed in all respects as if such invalid or unenforceable provision
were omitted insofar as the primary purpose of this Agreement is not frustrated.
9.8 Independent Contractors. This Agreement shall not create a joint venture,
partnership, principal -agent or other relationship between the Parties, except that of
independent contractors.
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9.9 Survival. The provisions of this Agreement (a) shall survive termination of
this Agreement to the extent necessary to protect the rights and to effect the intent of the
Parties, and (b) shall inure to the benefit of the Parties and, to the extent set forth herein,
to their respective successors and permitted assigns.
9.10 Counterparts. This Agreement may be executed in more than one
counterpart, each of which, when executed, delivered and complete with its incorporated
Exhibit, shall be deemed an original.
9.11 Force Majeure. Performance under this Agreement is excused while and to
the extent the Parties are unable to perform by reason of Force Majeure, provided that
any such occurrence shall not deprive any Party of its remedies to terminate this
Agreement as provided herein or at law.
9.12 Unrelated Parties. It is expressly understood and agreed by Community that
none of (a) Salt Lake City Corporation, the State of Utah, the Utah Sports Authority, the
IOC or the USOC or (b) any officer, director, trustee, member, employee, agent or
representative of the private and governmental entities listed in (a), above, in their
individual and organizational capacities (each entity and individual being called an
"Unrelated Party") shall incur any financial responsibility or liability of any kind or
nature whatsoever in connection with or arising out of this Agreement or any subsequent
agreement between the Parties relating to the subject matter thereof. Community
covenants and agrees that it will not have recourse to the assets of any Unrelated Party as
a remedy for claims, demands, actions, suits or other proceedings under any contract
entered into with SLOC and that SLOC shall not be deemed to be an agency,
instrumentality, partner, joint venturer or agent of any Unrelated Party.
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EFFECTIVE AS OF THE DATE STATED ABOVE.
SLOC:
Title:
SALT LAKE ORGANIZING COMMITTEE FOR THE
OLYMPIC WINTER GAMES OF 2002
ATTEST: CITY OF MIAMI,
a municipal corporation
of the State of Florida
Walter Foeman Carlos A. Gimenez
City Clerk City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VILARELLO
City Attorney
APPROVED AS TO INSURANCE
REQUIREMENTS:
MARIO SOLDEVILLA
Risk Management Administrator
Exhibit A -- Designated Marks and Copyrights License Agreement